UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 5, 2001
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Worldwide Xceed Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-13049 13-3006788
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
233 Broadway, New York, New York 10279
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 553-2000
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ITEM 5. OTHER EVENTS.
On February 5, 2001, the Registrant executed Waiver Agreements entered into
with each of the holders of the Registrant's Series A Cumulative Convertible
Preferred Stock (the "Series A Preferred Stock") to restructure the Series A
Preferred Stock. The restructuring is expected to close on or before February
9, 2001, subject to the satisfaction of various closing conditions. The terms
of the restructuring of the Preferred Stock are as follows:
1. The holders of the Registrant's outstanding shares of Series A
Preferred Stock will limit the total number of additional
shares of Common Stock issuable upon conversion of Series A Preferred
Stock to not more than 24.3 million shares of the Registrant's Common
Stock in the aggregate.
2. The Registrant will redeem 550 shares of Series A Preferred Stock for
approximately $550,000.
3. All 1,533,273 outstanding warrants of the Registrant issued to the
holders of its Series A Preferred Stock will be tendered to the
Registrant for nominal consideration and will be redeemed.
4. Any additional shares of Series A Preferred Stock which remain
outstanding after the conversion of Series A Preferred Stock into
24.3 million shares of Common Stock will be delivered to the
Registrant for cancellation.
Reference is made to each of the Waiver Agreements filed as Exhibits 10.1, 10.2
and 10.3 hereto, which are hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Waiver Agreement dated as of February 2, 2001, by and
among Worldwide Xceed Group, Inc., HFTP Investment
L.L.C and GAIA Offshore Master Fund, Ltd.
10.2 Waiver Agreement dated as of February 2, 2001, by and
between Worldwide Xceed Group, Inc. and Peconic Fund,
Ltd.
10.3 Waiver Agreement dated as of February 2, 2001, by and
between Worldwide Xceed Group, Inc. and Leonardo, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Worldwide Xceed Group, Inc.
Dated: February 5, 2001 By: /s/ Richard R. Dennerline
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Richard R. Dennerline
Chief Legal Officer and Secretary
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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10.1 Waiver Agreement dated as of February 2, 2001, by and among
Worldwide Xceed Group, Inc., HFTP Investment L.L.C and GAIA
Offshore Master Fund, Ltd.
10.2 Waiver Agreement dated as of February 2, 2001, by and
between Worldwide Xceed Group, Inc. and Peconic Fund, Ltd.
10.3 Waiver Agreement dated as of February 2, 2001, by and
between Worldwide Xceed Group, Inc. and Leonardo, L.P.